The internationalization research domain has predominantly focused on country level antecedents of firm level decisions, with particular emphasis on why certain countries are selected over others for foreign direct investment (FDI). This approach may oversimplify what actually occurs from both practical and research perspectives. Recently, MNE strategic orientation and conduct, as an outflow of a region-based localization perspective (i.e.,semiglobalization), has gained increased scholarly attention. The tradition of considering country level institutional environments may be more robustly informed by extending a paradigm which considers region-based institutions, in addition to country. Thus, in this study I examine institutional effects, as underpinned by institutional theory, on one segment of FDI decision making, cross-border acquisitions behavior, in an understudied context, Latin American MNEs (i.e., Multilatinas). Linear and mixed regression are used to test hypotheses, by examining a sample of all Multilatina CBAs exacted over a five year period (2007-2011)in targeting host country firms within eight geographic regions. Multilevel study results provide overarching support for hypotheses, that a Multilatina's internationalization into a country and region through cross-border acquisition equity participation is influenced by both country and region institutional environments. Contributions are made to the semiglobalization, cross-border acquisitions, institutions, and Multilatina literature streams through development of a more robust, multilevel perspective which more accurately captures how MNEs consider institutional environments in their international strategy and conduct.

One of the recognised ways through which a firm may increase its market share or reorganise its presence in a market is through a merger. A merger occurs when independent firms combine their businesses. Section 12A of the Competition Act, 1998, provides two grounds in terms of which mergers must be evaluated by competition authorities. These are competition and public interest considerations. The Act is reticent on which, between the two considerations, should take precedence in the event that the two conflict. The anterior purpose of this study is therefore to provide an in-depth analysis on which consideration must take precedence in the event of conflict. On analysis, the majority of case law suggests that the competition considerations must take precedence. This observation is also buttressed by a significant amount of literature, which holds that in merger analysis, the public interests only play a secondary role to the competition inquiry. / Mercantile Law / LL.M. (Mercantile Law)

Mergers and incorporations are relatively new phenomena in the South African higher education landscape. The unbundling of Vista University, and the subsequent incorporation ofVUDEC into the merger between Unisa and TSA, posed a major challenge to all affected employees. This thesis focuses on how these employees experienced the various stages of the incorporation process. A social construction of inner and outer voices heard, shared, and read during the different phases of the incorporation process attempts to describe how to conserve the self in a merger. The aim of the thesis is to build towards a framework for dealing with the human aspect during institutional mergers and incorporations. The thesis consists of a prologue, a series of four manuscripts that report on the experiences of employees during the different phases of the merger process, and an epilogue. Each manuscript focuses on a specific phase or aspect of the incorporation process, with its own research focus, aims, and methodology. The first two manuscripts reflect on the pre-merger phase. The first manuscript reports on employees' preparation for the incorporation. Following a social constructionist grounded theory approach, four participating employees gained the opportunity to reflect on their own experiences of well-being during the pre-merger phase. The manuscript also reports on a wellness development workshop, attended by 35 representatives from various departments and units of Vista University during the pre-merger phase. The second manuscript reports on how employees embraced the VUDEC institutional culture. A case study approach was selected for semi-structured interviews with 17 participants from governance, academic and administrative departments, and post-graduate programmes. By means of content analysis, the institutional culture ofVUDEC was captured on the eve of the incorporation into Unisa. The third manuscript focuses on employees' experiences of the four-year transition and implementation phases of the incorporation. This manuscript follows a social identity approach, and through thematic analysis, reports on how 24 participants experienced the four-year implementation of the incorporation process. The fourth manuscript provides an overview of the human side of mergers as depicted in both national and international literature. The aim is to position the current longitudinal investigation and its findings in the broader higher education landscape, and a survival kit for conserving the self in a merger is proposed. / Psychology / D. Litt. et Phil. (Psychology)

The purpose of this study was an empirical investigation of the factors considered by the United States Tax Court in determining whether the principal purpose for an acquisition was tax avoidance (or alternatively, given the totality of the surrounding circumstances, whether there was an overriding business purpose for the acquisition).

Made available in DSpace on 2015-12-03T18:33:08Z (GMT). No. of bitstreams: 1 Peterson_Carlos_Pirola.pdf: 1373676 bytes, checksum: ce4b7c1d993a0bd8c80f2c8bf89a8cf9 (MD5) Previous issue date: 2014-05-19 / This work sought to study the reaction of the Brazilian capital market towards announcements of Mergers & Acquisitions (M&A) processes, investigating its impact in the price of stocks negotiated on S??o Paulo Stock Exchange, Commodities and Futures Exchange (BM&FBOVESPA). With regard to the methodology applied in this work, both descriptive and quantitative researches can be observed. These were carried out by using secondary data collection and statistical analysis. The aim of the survey was to check if the announcements of M&A operations produced impact on the prices of stocks publicly negotiated on BM&FBOVESPA after the global financial crisis in 2008. An event study was carried out in order to verify the existence of statistically significant abnormal returns around the dates of the announcements of the M&A processes, based on the assumption that a link between the stock market and companies decision to join an M&A process exists. The results obtained with the segmentation of the sample between acquiring and acquired companies indicate that announcements of M&A operations did not impact on the prices of publicly traded shares on the BM&FBOVESPA, during the research period, showing evidence of the informational efficiency of the Brazilian capital market as being semi-strong. When making up the segmentation between companies that had a change in control, both the acquired companies as the acquiring firms had positive abnormal returns, a fact that repeated itself in the segmentation carried out with regard to the payment method / Este trabalho procurou estudar a rea????o do mercado de capitais Brasileiro diante do an??ncio de um processo de Fus??es e Aquisi????es (F&A), investigando seu impacto no pre??o das a????es negociadas na Bolsa de Valores, Mercadorias e Futuros de S??o Paulo (BM&FBOVESPA). Com rela????o ?? metodologia aplicada neste trabalho, podem-se observar pesquisas de natureza descritiva e quantitativa, realizadas com coleta de dados secund??rios e an??lise estat??stica. O problema estudado foi verificar se os an??ncios de opera????es de F&A produziram impacto nos pre??os das a????es negociadas publicamente na BM&FBOVESPA ap??s a crise financeira global de 2008. Tendo como pressuposto a liga????o existente entre o mercado de capitais e a decis??o das empresas em ingressar num processo de F&A, foi realizado um estudo de evento com o intuito de verificar a exist??ncia de retornos anormais estatisticamente significantes em torno e na data do an??ncio de um processo de F&A. Os resultados obtidos com a segmenta????o da amostra entre empresas adquirentes e adquiridas indicam que os an??ncios de opera????es de F&A n??o produziram impacto nos pre??os das a????es negociadas publicamente na BM&FBOVESPA, durante o per??odo pesquisado, demostrando ind??cios da efici??ncia informacional do mercado de capitais Brasileiro na forma semiforte. Ao efetuar-se a segmenta????o entre empresas que tiveram mudan??a de controle, tanto as empresas adquiridas quanto as empresas adquirentes obtiveram retornos anormais positivos. Fato que se repetiu na segmenta????o efetuada com rela????o ?? forma de pagamento

Made available in DSpace on 2015-12-04T11:45:12Z (GMT). No. of bitstreams: 1 Mauro_Fernando_Gallo.pdf: 1955869 bytes, checksum: ae2de252f340b3da6adc7d24bdc3d4c3 (MD5) Previous issue date: 2002-10-24 / The participation and importance of the business combinations through the consolidation, merger and spin-off operations have been increasing in the present context of the world economy. This fact is occurring also in Brazil, mainly due to the world changes that have been causing the competition increasing. This importance is due to not only the transaction quantities but mostly because many times the values involved are extremely high. It is not possible to say it is only a business concentration phenomenon: there are several reasons for the realization of these transactions, with a crescent utilization to reduce effectively the tributary charge assessed to the companies. In Brazil, the utilization of these operations started due to some tax advantages offered by the Federal Government. In 1971, it was created the Comiss?o de Fus?o e Incorporac?o de Empresas - COFIE, a commission connected to Ministry of Finance, in order to coordinate and analyze these tax advantages. The merger transactions were regulated for a long time past, but the spin-off transaction was inserted in the Brazilian legislation only in 1976, through the federal Law nr. 6404/76, known as Lei das S/A - the corporation acts. With this legal regulation, the utilization of the business company combinations has increased in spite of the Brazilian concept differences in relation to the United States of America and Europe ones. It is the case, for instance, of the merger, that they consider as a special type of consolidation. The professionals that work in tributary planning, that is, attorneys, accountants, managers and economists, amplified the business company combination use in Brazil, mainly merger and spin-off, due to the tax advantages reached through the Income Tax reduction, elimination or postponement, for several reasons. The main point of this study is the accounting and tributary ones to show the employment of these operations to substitute the acquisitions, aiming mainly the elimination of the capital gain of the stockholders, being an individual person or a company. The objective of this study was confirmed by the searches: this way of using the business company combination causes problems in the areas of law and accountancy, because in Brazil people are more connected to the juridical way of the fact than the economic one. So it may be concluded that the accountancy and the law professionals have many things to search and develop to improve and differentiate the types of transactions - those involving companies that have the same corporate control and those involving companies pertaining to different economic groups, explaining also the method differences used in the accountancy registers. / As reorganiza????es societ??rias atrav??s dos institutos da fus??o, incorpora????o e cis??o v??m tendo sua participa????o e import??ncia ampliadas no cen??rio atual da economia mundial, inclusive no Brasil, principalmente devido ?? globaliza????o e ao crescimento da concorr??ncia. Essa import??ncia deve-se n??o apenas ao quantitativo de opera????es, mas tamb??m ao fato de que os valores envolvidos muitas vezes s??o bem elevados. Tamb??m n??o se pode afirmar que ?? apenas um fen??meno de concentra????o empresarial: h?? in??meras e variadas raz??es para a efetiva????o dessas opera????es, com sua crescente utiliza????o como forma de redu????o do ??nus tribut??rio aplicado ??s empresas. No Brasil, o emprego dessas opera????es foi implementado utilizando-se alguns benef??cios fiscais concedidos pelo Governo Federal; criou-se em 1971 a Comiss??o de Fus??o e Incorpora????o de Empresas - COFIE, ligada ao Minist??rio da Fazenda, com a finalidade de coordenar e analisar a concess??o desses benef??cios fiscais. A fus??o e a incorpora????o j?? eram devidamente regulamentadas h?? um bom tempo, mas a cis??o somente foi introduzida na legisla????o brasileira atrav??s da Lei das Sociedades An??nimas, em 1976. Com isso, ampliou-se a utiliza????o de tais institutos, apesar de em nossa legisla????o societ??ria e fiscal haver algumas diferen??as conceituais em rela????o aos Estados Unidos e Europa: ?? o caso da incorpora????o, que l?? ?? considerada como um tipo especial de fus??o. Os profissionais que operam com planejamento tribut??rio, sejam advogados, contadores, administradores e economistas, ampliaram o emprego principalmente da incorpora????o e cis??o no Brasil devido ??s vantagens fiscais alcan??adas atrav??s da redu????o, elimina????o ou posterga????o de Imposto de Renda, por diversas raz??es. O foco principal deste estudo compreende as ??reas cont??bil e tribut??ria, com o fim de demonstrar o emprego dessas opera????es em substitui????o ??s de aquisi????o, visando principalmente a elimina????o do ganho de capital dos acionistas ou quotistas, sejam pessoas f??sicas ou jur??dicas. Conforme era o objetivo do estudo, pelas pesquisas desenvolvidas confirmou-se tal utiliza????o, provocando essa forma de emprego distor????es tanto no campo jur??dico como nos procedimentos cont??beis adotados, vez que no Brasil preocupa-se mais com a forma jur??dica do que com a econ??mica dos fatos. Isso leva a concluir que tanto os profissionais da contabilidade como os do direito t??m muito a pesquisar e desenvolver para aperfei??oar e distinguir essas opera????es, tanto as ocorridas entre empresas sob o mesmo controle societ??rio quanto entre as pertencentes a grupos econ??micos distintos, clarificando inclusive as diferencia????es dos m??todos adotados nos registros cont??beis.

Submitted by Elba Lopes (elba.lopes@fecap.br) on 2017-12-19T22:59:36Z No. of bitstreams: 2 Adriano Dantas Lima Rodrigues.pdf: 683093 bytes, checksum: 5e76ca0b2e0469af0f0484640b8755c6 (MD5) license_rdf: 0 bytes, checksum: d41d8cd98f00b204e9800998ecf8427e (MD5) / Made available in DSpace on 2017-12-19T22:59:36Z (GMT). No. of bitstreams: 2 Adriano Dantas Lima Rodrigues.pdf: 683093 bytes, checksum: 5e76ca0b2e0469af0f0484640b8755c6 (MD5) license_rdf: 0 bytes, checksum: d41d8cd98f00b204e9800998ecf8427e (MD5) Previous issue date: 2017-06-05 / The objetive of this work was to analyze which motivating factors could positively be associated with the level of disclosure of business combination in Brazilian public companies that trade in S??o Paulo city stock exchange (B3). To fulfill such aim, it was developed a Business Combination index ??? INDCOMBADAPT, based on Nakayama & Salotti (2014) and Shalev (2009) researches. Instead of developing a disclosure index based on a checklist model, described by the technical pronouncement CPC 15 - Business Combinations as mandatory, in this research, some itens (subcategories) that could be repetitive were removed. Therefore, it was considered only information about one relevante criterion, that is, if missing, could cause problems to understand the procedure On the basis of previous researches, we selected factors that could positively impact the level of disclosure of business combination. We analyzed: companies?? size, listing segment in B3, subjection to regulatory agencies, free float shares, internationalization, audit firms, bond issuance, performance and indebtedness. We investigated the annual financial statements of 2015, from Brazilian companies that trade in S??o Paulo city stock exchange (B3), which described information concerning business combinations in these statements. We identified 28 acquirer companies involved in 53 procedures characterized as combinations, according to IFRS 03 (CPC-15 R1). In the studied period, the business combination disclosure index was 0,4082 (maximum 0,8095, and minimum 0,0479), indicating low disclosure level. Positive correlations concerning the combination index for the variable Indebteness were found. Moreover, after the regression analyzis the only conformed hyphotesis was that there is a positive relationship among financial statements audited by big audit firms and the level of disclosure of business combination. This confirms the works of Taplin, Zhao, & Brown (2014), Nakayama (2012) and Murcia (2009). / O objetivo desta pesquisa foi analisar quais fatores motivadores poderiam estar associados positivamente ao n??vel de divulga????o de combina????o de neg??cios em empresas brasileiras de capital aberto, na bolsa de valores de S??o Paulo (B3). Para alcan????-lo, foi desenvolvido um ??ndice de Combina????o de Neg??cios, o INDCOMBADPT, adaptado de Nakayama & Salotti (2014) e Shalev (2009). Em vez de desenvolver um ??ndice de divulga????o baseado em um modelo checklist do que o pronunciamento t??cnico CPC-15 R1 (IFRS 03) de combina????o de neg??cios descreve como conformidade da norma, nesta pesquisa, foram retirados itens (subcategorias) que poderiam ser repetitivos. Desse modo, considerou-se somente informa????es sobre um crit??rio de relev??ncia. Assim, foram observadas somente informa????es que partem do pressuposto de que, na falta, podem causar problemas no entendimento da opera????o. Com base em pesquisas anteriores, foram selecionados fatores que poderiam impactar positivamente o n??vel de combina????o de neg??cios. Foram analisados: porte das companhias, segmento de listagem, sujei????o ??s ag??ncias reguladoras, percentual das a????es em circula????o no mercado, internacionaliza????o, firmas de auditoria, emiss??o de t??tulos, desempenho e endividamento. Foram analisadas as demonstra????es financeiras anuais de 2015, das companhias brasileiras com a????es negociadas na bolsa de valores de S??o Paulo (B3), que descreveram informa????es referentes a combina????es de neg??cios nessas demonstra????es. Foram identificadas 28 companhias adquirentes envolvidas em 53 opera????es caracterizadas como combina????o, conforme o CPC-15 R1 (2011). No per??odo analisado, o ??ndice de divulga????o de combina????o de neg??cios ficou em 0,4082 (m??ximo 0,8095 e m??nimo 0,0476), indicando baixo n??vel de divulga????o. A pesquisa apresentou correla????o positiva quanto ao ??ndice de combina????o para a vari??vel Endividamento. E ap??s an??lise de regress??o, a ??nica hip??tese confirmada foi que existe rela????o positiva entre demonstra????es financeiras auditadas por grandes empresas de auditoria e o n??vel e divulga????o de combina????o de neg??cios, corroborando Taplin, Zhao, & Brown (2014), Nakayama (2012) e Murcia (2009).

This study investigated the critical success factors that affect the effectiveness and efficiency of mergers and acquisitions, by soliciting responses from bank Chief Executives and case evidence from the South African banking industry for the period 1990 to 2015. The study applied a mixed-use methodology. The case study evidence was drawn from the formation of the “Big Four Banks” in South Africa, namely, Absa (“Barclays Africa Group”), First Rand Group, Nedbank Group and Standard Bank Group. The study found that when visions and values of merging banks were aligned, there was a greater chance of success. The study further found that culture compatibility of merging entities is paramount. Stakeholder acceptance was also found to have a strong impact on the chance of success or failure in mergers and acquisitions (M&A). The case evidence corroborated and substantiated that there was a positive Deal Value Added (DVA) trend before the merger activity and immediately thereafter, evidenced by positive share price appreciation resulting in increased market capitalisation. The quantitative results found that 56% of the sampled CEOs indicated that an 80% majority of bank mergers in the South African banking sector had created value over the long term, evidenced by 10-year return trends. This study contributes to the corpus of knowledge by generating an integrated assessment framework that can be applied even beyond the South African environment, by practitioners involved in mergers and acquisition activities. / Graduate SBL / D.B.L.

This research has investigated the long-run performance of corporate restructurings through unbundling transactions on the JSE between 2000 and 2012. The corporate unbundling transactions considered by the research are spin-offs and sell-offs. From the two unbundling transactions, four samples were derived, that is, 21 spin-offs, 14 parent-spin-offs, 14 sell-offs and 20 parent-sell-offs. The share price performance of these samples was investigated by a matching firm methodology under the buy and hold abnormal returns. The research found that positive abnormal returns are present for both samples for up to four years after unbundling. Secondly, with the exception of parent-sell-offs, significant abnormal returns were experienced by both samples for up to four years after unbundling. It was also found that a spin-off is a preferable corporate unbundling strategy to a sell-off over a long-run period. This research implies that companies with heavy structures should unbundle in order to unlock shareholders’ value. / Business Management / M. Com. (Business Management)

Mergers and incorporations are relatively new phenomena in the South African higher education landscape. The unbundling of Vista University, and the subsequent incorporation ofVUDEC into the merger between Unisa and TSA, posed a major challenge to all affected employees. This thesis focuses on how these employees experienced the various stages of the incorporation process. A social construction of inner and outer voices heard, shared, and read during the different phases of the incorporation process attempts to describe how to conserve the self in a merger. The aim of the thesis is to build towards a framework for dealing with the human aspect during institutional mergers and incorporations. The thesis consists of a prologue, a series of four manuscripts that report on the experiences of employees during the different phases of the merger process, and an epilogue. Each manuscript focuses on a specific phase or aspect of the incorporation process, with its own research focus, aims, and methodology. The first two manuscripts reflect on the pre-merger phase. The first manuscript reports on employees' preparation for the incorporation. Following a social constructionist grounded theory approach, four participating employees gained the opportunity to reflect on their own experiences of well-being during the pre-merger phase. The manuscript also reports on a wellness development workshop, attended by 35 representatives from various departments and units of Vista University during the pre-merger phase. The second manuscript reports on how employees embraced the VUDEC institutional culture. A case study approach was selected for semi-structured interviews with 17 participants from governance, academic and administrative departments, and post-graduate programmes. By means of content analysis, the institutional culture ofVUDEC was captured on the eve of the incorporation into Unisa. The third manuscript focuses on employees' experiences of the four-year transition and implementation phases of the incorporation. This manuscript follows a social identity approach, and through thematic analysis, reports on how 24 participants experienced the four-year implementation of the incorporation process. The fourth manuscript provides an overview of the human side of mergers as depicted in both national and international literature. The aim is to position the current longitudinal investigation and its findings in the broader higher education landscape, and a survival kit for conserving the self in a merger is proposed. / Psychology / D. Litt. et Phil. (Psychology)